<PAGE> 1
As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 333-85347
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933*
PROTHERICS PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES N/A
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
Beechfield House, Lyme Green Business Park, Macclesfield, Cheshire,
SK11 0JL, England
(Address of Principal Executive Offices)
OPTIONS ASSUMED BY PROTHERICS PLC
IN CONNECTION WITH THE ACQUISITION OF
THERAPEUTIC ANTIBODIES INC.
ORIGINALLY GRANTED UNDER THE
THERAPEUTIC ANTIBODIES INC. 1990 STOCK INCENTIVE PLAN
(Full title of the plan)
BARRINGTON M. RILEY
Finance Director
Protherics PLC
Beechfield House
Lyme Green Business Park
Macclesfield, Cheshire
SK11 0JL England
011-44-1625-500555
(Name, address and telephone number of agent for service)
with copies to:
CYNTHIA A. ROTELL, ESQ. L. HUNTER ROST, JR.
Latham & Watkins Waller Lansden Dortch & Davis, PLLC
633 W. 5th Street Nashville City Center
Los Angeles, CA 90071 511 Union Street, Suite 2100
(213) 485-1234 Nashville, Tennessee 57219
(615) 244-6380
- --------
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement."
<PAGE> 2
INTRODUCTORY STATEMENT
This Post-Effective Amendment No. 1 on Form S-8 to Form F-4 Registration
Statement is being filed to register 1,744,487 ordinary shares of 2p each
("Protherics Ordinary Shares") of Protherics PLC (formerly Proteus International
plc) (the "Registrant"), a corporation organized under the laws of England and
Wales, issuable upon the exercise of options assumed by the Registrant in
connection with its acquisition of Therapeutic Antibodies Inc., a Delaware
corporation ("Therapeutic Antibodies"), effective as of September 15, 1999.
These options were originally granted to employees and directors of Therapeutic
Antibodies under the 1990 Stock Incentive Plan of Therapeutic Antibodies
(the "Plan").
Pursuant to the Agreement and Plan of Merger, dated as of May 20, 1999
(the "Merger Agreement"), by and among the Registrant, Therapeutic Antibodies
and PI Merger Sub, Inc., a wholly owned subsidiary of the Registrant ("Merger
Sub"), Merger Sub merged with and into Therapeutic Antibodies whereupon
Therapeutic Antibodies became a wholly-owned subsidiary of the Registrant. Under
the terms of the Merger Agreement, each outstanding share of common stock of
Therapeutic Antibodies was converted into 1.163 (the "Exchange Ratio")
Protherics Ordinary Shares. In addition, each outstanding option to purchase
Therapeutic Antibodies Common Stock ("Therapeutic Antibodies Option") is
exercisable upon the same terms and conditions as under such Therapeutic
Antibodies Option (including term, exercisability and vesting schedule) for the
number of Protherics Ordinary Shares equal to the number of shares of
Therapeutic Antibodies Common Stock that could have been purchased under the
Therapeutic Antibodies Option multiplied by the Exchange Ratio, at an exercise
price per Protherics Ordinary Share equal to the exercise price that would have
been payable upon exercising the assumed Therapeutic Antibodies Option in full
immediately prior to the effective time of the Merger divided by the number of
Proteus Ordinary Shares subject to the assumed Therapeutic Antibodies Option.
The designation of this Post-Effective Amendment as Registration No.
333-85347 denotes that this Post-Effective Amendment relates only to Protherics
Ordinary Shares issuable upon exercise of options outstanding under the Plan and
that this is the first Post-Effective Amendment to the F-4 Registration
Statement.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information to be provided to employees pursuant to this Item is
included in documents sent or given to the former employees of Therapeutic
Antibodies pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). In accordance with the Note to Part I of Form S-8, such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as a prospectus
or prospectus supplement pursuant to Rule 424 in reliance on Rule 428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required to be provided to employees pursuant to
this Item is set forth in the prospectus referenced in Item 1 above.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission by the
Registrant, are incorporated herein by reference and shall be deemed to be a
part hereof:
(a) Prospectus, dated August 18, 1999, contained in the
Registration Statement on Form F-4 of Proteus International plc
(Commission File No. 333-85347);
(b) All reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since April 1, 1999;
(c) The description of the Registrant's Ordinary Shares of 2p each,
contained in the Registration Statement on Form F-4 of
Protherics plc (Commission File No. 333-85347), including any
amendment or report filed for the purpose of updating such
description.
All documents filed after the date of this registration statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Protherics Ordinary Shares offered hereunder have been sold or which
deregisters all shares of Protherics Ordinary Shares remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 164 of Protherics' Articles of Association provides:
"Every Director or other Officer or Auditor for the time being of the
Company shall be indemnified out of the assets of the Company against
all costs, charges, expenses, losses
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and liabilities which he may sustain or incur in or about the execution
of his office or otherwise in relation thereto."
Section 310 of the Companies Act 1985 (as amended by Section 137 of the
Companies Act 1989) provides as follows:
"310. Provisions exempting officers and auditors from liability
(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or
otherwise, for exempting any officer of the company or any person
(whether an officer or not) employed by the company as auditor
from, or indemnifying him against, any liability which by virtue
of any rule of law would otherwise attach to him in respect of any
negligence, default, breach of duty or breach of trust of which he
may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such provision
is void.
(3) This section does not prevent a company
(a) from purchasing and maintaining for any such officer or
auditor insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any
liability incurred by him;
(i) in defending any proceedings (whether civil or
criminal) in which judgment is given in his favor or
he is acquitted,
or
(ii) in connection with any application under Section
144(3) or (4) (acquisition of shares by innocent
nominee) or Section 727 (general power to grant
relief in case of honest and reasonable conduct) in
which relief is granted to him by the court."
Section 727 of the Companies Act 1985 provides as follows:
"727. Power of court to grant relief in certain cases
(1) "If in any proceedings for negligence, default, breach of duty or
breach of trust against an officer of a company or a person
employed by a company as auditor (whether he is or is not an
officer of the company) it appears to the court hearing the case
that that officer or person is or may be liable in respect of the
negligence, default, breach of duty or breach of trust, but that
he has acted honestly and reasonably, and that having regard to
all the
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circumstances of the case (including those connected with
his appointment) he ought fairly to be excused for the negligence,
default, breach of duty or breach of trust, that court may relieve
him, either wholly or partly, from his liability in such terms as
it thinks fit.
(2) If any such officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in
respect of any negligence, default, breach of duty or breach of
trust, he may apply to the court for relief; and the court on the
application has the same power to relieve him as under this
section it would have had if it had been a court before which
proceedings against that person for negligence, default, breach of
duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a
judge with a jury, the judge, after hearing the evidence, may, if
he is satisfied that the defendant or defender ought in pursuance
of that subsection to be relieved either in whole or in part from
the liability sought to be enforced against him, withdraw the case
in whole or in part from the jury and forthwith direct judgment to
be entered for the defendant or defender on such terms as to costs
or otherwise as the judge may think proper."
The Registrant, with approval of the Registrant's Board of Directors,
maintains director and officer liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index immediately following signature pages.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement. Notwithstanding the
foregoing, any increase or
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decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 of
15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the
Securities Act need not be furnished, provided, that the
Registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the
prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include
financial statements and
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information required by Section 10(a)(3) of the Securities
Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Form
F-3.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
referred to in Item 6 hereof, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Macclesfield, Cheshire, England, on October 1, 1999.
PROTHERICS PLC
By /s/ BARRINGTON M. RILEY
-------------------------------------
Name: Barrington M. Riley
Title: Finance Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons on
October 1, 1999 in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board of Directors
- ----------------------------------
David W. Gration
* Chief Operating Officer and Executive Director
- ---------------------------------- (Principal Executive Officer)
Arthur Rushton
/s/ BARRINGTON M. RILEY Finance Director and Executive Director
- ---------------------------------- (Principal Financial and Accounting Officer)
Barrington M. Riley
*
- ---------------------------------- Executive Director
J. Allen Miller
* Non-Executive Director
- ----------------------------------
James E. Everitt
* Non-Executive Director
- ----------------------------------
Michael R. B. Gatenby
* Non-Executive Director
- ----------------------------------
Erik Anggard
/s/ BARRINGTON M. RILEY Authorized Representative in the
- ---------------------------------- United States
Barrington M. Riley
* /s/ BARRINGTON M. RILEY
- ----------------------------------
Barrington M. Riley
Attorney-in-fact
under the Powers of Attorney
filed as Exhibit 24.1 to this
Registration Statement
</TABLE>
7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------
<C> <S>
4.1 Memorandum and Articles of Association of Proteus International
plc.(1)
4.2 1990 Stock Incentive Plan of Therapeutic Antibodies Inc. as
amended.(2)
5.1 Opinion of Cameron McKenna as to the legality of the shares being
registered, filed herewith.
23.1 Consent of Mazars Neville Russell, filed herewith.
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants, filed
herewith.
23.3 Consent of Cameron McKenna (included in the opinion filed as Exhibit
5.1 hereto).
24.1 Powers of Attorney.
</TABLE>
- --------
(1) Filed as an exhibit to the Registrant's Registration Statement on Form
F-4 (File No. 333-85347) on August 16, 1999 and incorporated herein by
reference.
(2) Filed as an exhibit to Therapeutic Antibodies Inc.'s Registration
Statement on Form 10 (File No. 0-25978) on May 1, 1995 and
incorporated herein by reference.
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<PAGE> 1
EXHIBIT 5.1
[CMS Cameron McKenna Letterhead]
The Directors
Protherics PLC
Beechfield House
Lyme Green Business Park
Macclesfield
Cheshire SK11 OJL
27 September 1999
Dear Sirs
You have requested our opinion with respect to certain matters of English law in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Protherics PLC ("Protherics") with the Securities
and Exchange Commission, in connection with the registration under the
Securities Act of 1933, as amended, of up to 1,744,487 Ordinary Shares of 2
pence each in Protherics (the "Shares") issuable upon the exercise of certain
warrants and stock options held by employees of Therapeutic Antibodies Inc.
("TAb") as provided for pursuant to the terms of the Agreement and Plan of
Merger by and among, Therapeutic Antibodies Inc., Protherics (then called
Proteus International plc) and PI Merger Sub Inc., dated as of May 20, 1999
(the "Merger Agreement") by which Protherics acquired TAb. As your UK legal
Counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken in connection with the issue of the Shares.
It is our opinion that, upon completion of the proceedings being taken or to be
taken prior to the issue of the Shares, and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in
accordance with the securities laws of the United States and the various states
in the United States and in the United Kingdom, where required, the Shares when
issued in accordance with the terms of the Merger Agreement will be legally and
validly issued, fully paid and non-assessable.
Our opinions expressed above are limited to the laws of England and Wales and
we do not express any opinion herein concerning any other law.
We consent to the filing of this Opinion as an exhibit to the Registration
Statement.
Yours truly,
/s/ CMS Cameron McKenna
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
As independent Chartered Accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 on Form S-8 to Form F-4
Registration Statement ("Post-Effective Amendment") of our report dated June 4,
1999 included in Proteus International plc's Registration Statement on Form F-4
and to all references to our Firm included in this Post-Effective Amendment.
/s/ MAZARS NEVILLE RUSSELL
- --------------------------
Birmingham, England
27 September 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Protherics plc of our report dated March 5, 1999
relating to the consolidated financial statements of Therapeutic Antibodies
Inc. and Subsidiaries, which appears in Proteus International plc's
registration statement on Form F-4 (File No. 333-85347).
PricewaterhouseCoopers LLP
Louisville, Kentucky
September 27, 1999
<PAGE> 1
EXHIBIT 24.1
DIRECTOR'S POWER OF ATTORNEY
PROTEUS INTERNATIONAL PLC
(THE "COMPANY")
I, David W. Gration, the undersigned, HEREBY APPOINT and authorise any one of
the directors for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") severally to be my lawful
attorney in connection with:
(i) the arrangements to be made for the proposed acquisition by the Company
of all of the issued shares of common stock of Therapeutic Antibodies
Inc. (the "Acquisition");
(ii) the proposed placing of ordinary shares of 2 pence each in the capital
of the Company which will be fully underwritten by West LB Panmure
Limited (the "Placing");
(iii) the application by the Company to the London Stock Exchange Limited for
the shares to be allotted pursuant to the Acquisition and the Placing to
be admitted to the Official List (the "Application"); and
(iv) any other matter, act or thing connected with or ancillary to the
Acquisition, the Placing and/or the Application.
1. Without prejudice to the generality of the foregoing, I hereby authorise
my Attorney to do and perform all matters and things to be done or
performed by me and to agree the form and content of and to approve,
sign, execute and deliver on my behalf (whether as a member or director
of the Company or in any other capacity) and circular, prospectus, proxy
statement, verification notes, advertisement, press release, deed,
agreement, letter of responsibility or other document whatsoever
pursuant to the regulations of the London Stock Exchange and/or the
Securities Exchange Commission of the United States of America or
otherwise in connection with or in preparation for or arising out of the
Acquisition, the Placing or the Application, as my Attorney may consider
necessary or desirable and which shall have been approved by resolution
of the directors of the Company or a duly authorised committee thereof.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for
three months from the date hereof and shall at all times (both during
and after the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to
be a revocation.
4. I authorise a copy of this document to be delivered to the London Stock
Exchange and to any other person(s) or authority(ies) who may require
it.
5. This document shall be governed by and construed in accordance with
English law.
IN WITNESS of which this power of attorney has been executed as a deed on 17 May
1999.
SIGNED as a deed )
by /s/ David W. Gration )
-------------------------------
in the presence of: )
Witness __________________________
Signature
Name __________________________
Address __________________________
__________________________
Occupation __________________________
<PAGE> 2
DIRECTOR'S POWER OF ATTORNEY
PROTEUS INTERNATIONAL PLC
(THE "COMPANY")
I, Arthur Rushton, the undersigned, HEREBY APPOINT and authorise any one of the
directors for the time being of the Company (any such director acting in such
capacity being hereinafter called "my Attorney") severally to be my lawful
attorney in connection with:
(i) the arrangements to be made for the proposed acquisition by the Company
of all of the issued shares of common stock of Therapeutic Antibodies
Inc. (the "Acquisition");
(ii) the proposed placing of ordinary shares of 2 pence each in the capital
of the Company which will be fully underwritten by West LB Panmure
Limited (the "Placing");
(iii) the application by the Company to the London Stock Exchange Limited for
the shares to be allotted pursuant to the Acquisition and the Placing to
be admitted to the Official List (the "Application"); and
(iv) any other matter, act or thing connected with or ancillary to the
Acquisition, the Placing and/or the Application.
1. Without prejudice to the generality of the foregoing, I hereby authorise
my Attorney to do and perform all matters and things to be done or
performed by me and to agree the form and content of and to approve,
sign, execute and deliver on my behalf (whether as a member or director
of the Company or in any other capacity) and circular, prospectus, proxy
statement, verification notes, advertisement, press release, deed,
agreement, letter of responsibility or other document whatsoever
pursuant to the regulations of the London Stock Exchange and/or the
Securities Exchange Commission of the United States of America or
otherwise in connection with or in preparation for or arising out of the
Acquisition, the Placing or the Application, as my Attorney may consider
necessary or desirable and which shall have been approved by resolution
of the directors of the Company or a duly authorised committee thereof.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for
three months from the date hereof and shall at all times (both during
and after the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to
be a revocation.
4. I authorise a copy of this document to be delivered to the London Stock
Exchange and to any other person(s) or authority(ies) who may require
it.
5. This document shall be governed by and construed in accordance with
English law.
IN WITNESS of which this power of attorney has been executed as a deed on 17 May
1999.
SIGNED as a deed )
by /s/ Arthur Rushton )
-------------------------------
in the presence of: )
Witness __________________________
Signature
Name __________________________
Address __________________________
__________________________
Occupation __________________________
<PAGE> 3
DIRECTOR'S POWER OF ATTORNEY
PROTEUS INTERNATIONAL PLC
(THE "COMPANY")
I, J. Allen Miller, the undersigned, HEREBY APPOINT and authorise any one of the
directors for the time being of the Company (any such director acting in such
capacity being hereinafter called "my Attorney") severally to be my lawful
attorney in connection with:
(i) the arrangements to be made for the proposed acquisition by the Company
of all of the issued shares of common stock of Therapeutic Antibodies
Inc. (the "Acquisition");
(ii) the proposed placing of ordinary shares of 2 pence each in the capital
of the Company which will be fully underwritten by West LB Panmure
Limited (the "Placing");
(iii) the application by the Company to the London Stock Exchange Limited for
the shares to be allotted pursuant to the Acquisition and the Placing to
be admitted to the Official List (the "Application"); and
(iv) any other matter, act or thing connected with or ancillary to the
Acquisition, the Placing and/or the Application.
1. Without prejudice to the generality of the foregoing, I hereby authorise
my Attorney to do and perform all matters and things to be done or
performed by me and to agree the form and content of and to approve,
sign, execute and deliver on my behalf (whether as a member or director
of the Company or in any other capacity) and circular, prospectus, proxy
statement, verification notes, advertisement, press release, deed,
agreement, letter of responsibility or other document whatsoever
pursuant to the regulations of the London Stock Exchange and/or the
Securities Exchange Commission of the United States of America or
otherwise in connection with or in preparation for or arising out of the
Acquisition, the Placing or the Application, as my Attorney may consider
necessary or desirable and which shall have been approved by resolution
of the directors of the Company or a duly authorised committee thereof.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for
three months from the date hereof and shall at all times (both during
and after the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to
be a revocation.
4. I authorise a copy of this document to be delivered to the London Stock
Exchange and to any other person(s) or authority(ies) who may require
it.
5. This document shall be governed by and construed in accordance with
English law.
IN WITNESS of which this power of attorney has been executed as a deed on 17 May
1999.
SIGNED as a deed )
by /s/ J. Allen Miller )
-------------------------------
in the presence of: )
Witness __________________________
Signature
Name __________________________
Address __________________________
__________________________
Occupation __________________________
<PAGE> 4
DIRECTOR'S POWER OF ATTORNEY
PROTEUS INTERNATIONAL PLC
(THE "COMPANY")
I, James E. Everitt, the undersigned, HEREBY APPOINT and authorise any one of
the directors for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") severally to be my lawful
attorney in connection with:
(i) the arrangements to be made for the proposed acquisition by the Company
of all of the issued shares of common stock of Therapeutic Antibodies
Inc. (the "Acquisition");
(ii) the proposed placing of ordinary shares of 2 pence each in the capital
of the Company which will be fully underwritten by West LB Panmure
Limited (the "Placing");
(iii) the application by the Company to the London Stock Exchange Limited for
the shares to be allotted pursuant to the Acquisition and the Placing to
be admitted to the Official List (the "Application"); and
(iv) any other matter, act or thing connected with or ancillary to the
Acquisition, the Placing and/or the Application.
1. Without prejudice to the generality of the foregoing, I hereby authorise
my Attorney to do and perform all matters and things to be done or
performed by me and to agree the form and content of and to approve,
sign, execute and deliver on my behalf (whether as a member or director
of the Company or in any other capacity) and circular, prospectus, proxy
statement, verification notes, advertisement, press release, deed,
agreement, letter of responsibility or other document whatsoever
pursuant to the regulations of the London Stock Exchange and/or the
Securities Exchange Commission of the United States of America or
otherwise in connection with or in preparation for or arising out of the
Acquisition, the Placing or the Application, as my Attorney may consider
necessary or desirable and which shall have been approved by resolution
of the directors of the Company or a duly authorised committee thereof.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for
three months from the date hereof and shall at all times (both during
and after the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to
be a revocation.
4. I authorise a copy of this document to be delivered to the London Stock
Exchange and to any other person(s) or authority(ies) who may require
it.
5. This document shall be governed by and construed in accordance with
English law.
IN WITNESS of which this power of attorney has been executed as a deed on 17 May
1999.
SIGNED as a deed )
by /s/ James E. Everitt )
-------------------------------
in the presence of: )
Witness __________________________
Signature
Name __________________________
Address __________________________
__________________________
Occupation __________________________
<PAGE> 5
DIRECTOR'S POWER OF ATTORNEY
PROTEUS INTERNATIONAL PLC
(THE "COMPANY")
I, Michael R.B. Gatenby, the undersigned, HEREBY APPOINT and authorise any one
of the directors for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") severally to be my lawful
attorney in connection with:
(i) the arrangements to be made for the proposed acquisition by the Company
of all of the issued shares of common stock of Therapeutic Antibodies
Inc. (the "Acquisition");
(ii) the proposed placing of ordinary shares of 2 pence each in the capital
of the Company which will be fully underwritten by West LB Panmure
Limited (the "Placing");
(iii) the application by the Company to the London Stock Exchange Limited for
the shares to be allotted pursuant to the Acquisition and the Placing to
be admitted to the Official List (the "Application"); and
(iv) any other matter, act or thing connected with or ancillary to the
Acquisition, the Placing and/or the Application.
1. Without prejudice to the generality of the foregoing, I hereby authorise
my Attorney to do and perform all matters and things to be done or
performed by me and to agree the form and content of and to approve,
sign, execute and deliver on my behalf (whether as a member or director
of the Company or in any other capacity) and circular, prospectus, proxy
statement, verification notes, advertisement, press release, deed,
agreement, letter of responsibility or other document whatsoever
pursuant to the regulations of the London Stock Exchange and/or the
Securities Exchange Commission of the United States of America or
otherwise in connection with or in preparation for or arising out of the
Acquisition, the Placing or the Application, as my Attorney may consider
necessary or desirable and which shall have been approved by resolution
of the directors of the Company or a duly authorised committee thereof.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for
three months from the date hereof and shall at all times (both during
and after the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to
be a revocation.
4. I authorise a copy of this document to be delivered to the London Stock
Exchange and to any other person(s) or authority(ies) who may require
it.
5. This document shall be governed by and construed in accordance with
English law.
IN WITNESS of which this power of attorney has been executed as a deed on 17 May
1999.
SIGNED as a deed )
by /s/ Michael R.B. Gatenby )
-------------------------------
in the presence of: )
Witness __________________________
Signature
Name __________________________
Address __________________________
__________________________
Occupation __________________________
<PAGE> 6
DIRECTOR'S POWER OF ATTORNEY
PROTEUS INTERNATIONAL PLC
(THE "COMPANY")
I, Erik Anggard, the undersigned, HEREBY APPOINT and authorise any one of the
directors for the time being of the Company (any such director acting in such
capacity being hereinafter called "my Attorney") severally to be my lawful
attorney in connection with:
(i) the arrangements to be made for the proposed acquisition by the Company
of all of the issued shares of common stock of Therapeutic Antibodies
Inc. (the "Acquisition");
(ii) the proposed placing of ordinary shares of 2 pence each in the capital
of the Company which will be fully underwritten by West LB Panmure
Limited (the "Placing");
(iii) the application by the Company to the London Stock Exchange Limited for
the shares to be allotted pursuant to the Acquisition and the Placing to
be admitted to the Official List (the "Application"); and
(iv) any other matter, act or thing connected with or ancillary to the
Acquisition, the Placing and/or the Application.
1. Without prejudice to the generality of the foregoing, I hereby authorise
my Attorney to do and perform all matters and things to be done or
performed by me and to agree the form and content of and to approve,
sign, execute and deliver on my behalf (whether as a member or director
of the Company or in any other capacity) and circular, prospectus, proxy
statement, verification notes, advertisement, press release, deed,
agreement, letter of responsibility or other document whatsoever
pursuant to the regulations of the London Stock Exchange and/or the
Securities Exchange Commission of the United States of America or
otherwise in connection with or in preparation for or arising out of the
Acquisition, the Placing or the Application, as my Attorney may consider
necessary or desirable and which shall have been approved by resolution
of the directors of the Company or a duly authorised committee thereof.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for
three months from the date hereof and shall at all times (both during
and after the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to
be a revocation.
4. I authorise a copy of this document to be delivered to the London Stock
Exchange and to any other person(s) or authority(ies) who may require
it.
5. This document shall be governed by and construed in accordance with
English law.
IN WITNESS of which this power of attorney has been executed as a deed on 17 May
1999.
SIGNED as a deed )
by /s/ Erik Anggard )
---------------------------------
in the presence of: )
Witness __________________________
Signature
Name __________________________
Address __________________________
__________________________
Occupation __________________________
